Diana Shipping Inc. (NYSE: DSX) (the “Company”), a global shipping
company specializing in the ownership of dry bulk vessels, today
announced that, through a wholly-owned subsidiary, it has filed a
registration statement on Form 20-F pursuant to the Securities
Exchange Act of 1934 to effect a spin-off of three of the Company’s
older dry bulk vessels. OceanPal Inc., the newly formed subsidiary
that will act as the holding company for the three dry bulk
vessels, has applied to have its common shares listed on the Nasdaq
Capital Market.
In connection with the spin-off transaction, the
Company will contribute the three vessel-owning subsidiaries,
together with initial working capital in the amount of US$1.0
million, to OceanPal Inc., and will distribute all of the common
shares of OceanPal Inc. to the Company’s shareholders of record as
of October 29, 2021 (the “Record Date”). The Company will also
receive preferred shares in OceanPal Inc. that will entitle the
Company to certain preferred dividend and voting rights. The
registration statement on Form 20-F includes a more detailed
description of the terms of the proposed spin-off transaction. A
copy of the registration statement on Form 20-F is available
at www.sec.gov. The information in the filed registration
statement on Form 20-F is not final and remains subject to
change.
The Company is also announcing today that
concurrently with the consummation of the spin-off transaction, the
Company will pay a cash dividend in the amount of US$0.10 per
common share to shareholders as of the aforementioned Record
Date.
The transaction is expected to be completed on
or around November 9, 2021, and remains subject to the registration
statement on Form 20-F being declared effective and the approval of
the listing of OceanPal Inc.’s common shares on the Nasdaq Capital
Market.
Commenting on the spin-off transaction, the
Company’s Chief Executive Officer, Mrs. Semiramis Paliou, stated:
“The spin-off of 100% of the common shares of OceanPal Inc.,
represents a significant return of value to our shareholders
reflective of the Company’s capability to capitalize on the strong
dry bulk market. Management of Diana Shipping believes that the
distribution of a separate, publicly traded dry bulk company
focusing on older vessels with shorter duration charters will
further enhance shareholder value by providing greater exposure to
the shorter-term charter market, while allowing Diana Shipping to
continue to focus on its disciplined long-term managed growth. At
the same time the cash dividend of US$0.10 for this quarter
represents a good indication of the ability of the Company to pay a
cash dividend on a quarterly basis at current market levels.”
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities and
shall not constitute an offer, solicitation or sale of any security
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to consummation of the spin-off
transaction.
About the Company
Diana Shipping Inc. is a global provider of
shipping transportation services through its ownership of dry bulk
vessels. The Company’s vessels are employed primarily on medium to
long-term time charters and transport a range of dry bulk cargoes,
including such commodities as iron ore, coal, grain and other
materials along worldwide shipping routes.
Forward Looking Statements
Matters discussed in this press release may
constitute forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts, and include statements regarding
the anticipated spin-off of OceanPal Inc., including the timing and
certainty, the anticipated benefits of the spin-off transaction,
and our expectations for future financial and operational
performance of the Company and OceanPal Inc. and the creation of
shareholder value resulting from the spin-off transaction.
The Company desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 and is including this cautionary statement in
connection with this safe harbor legislation. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,”
“potential,” “may,” “should,” “expect,” “pending” and similar
expressions identify forward-looking statements.
The forward-looking statements in this press
release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without
limitation, Company management’s examination of historical
operating trends, data contained in the Company’s records and other
data available from third parties. Although the Company believes
that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies that are difficult or impossible to predict and are
beyond the Company’s control, the Company cannot assure you that it
will achieve or accomplish these expectations, beliefs or
projections.
In addition to these important factors, other
important factors that, in the Company’s view, could cause actual
results to differ materially from those discussed in the
forward-looking statements include the severity, magnitude and
duration of the COVID-19 pandemic, including impacts of the
pandemic and of businesses’ and governments’ responses to the
pandemic on our operations, personnel, and on the demand for
seaborne transportation of bulk products; the strength of world
economies and currencies, general market conditions, including
fluctuations in charter rates and vessel values, changes in demand
for dry bulk shipping capacity, changes in the Company’s operating
expenses, including bunker prices, drydocking and insurance costs,
the market for the Company’s vessels, availability of financing and
refinancing, changes in governmental rules and regulations or
actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international
political conditions, potential disruption of shipping routes due
to accidents or political events, vessel breakdowns and instances
of off-hires and other factors. Please see the Company’s filings
with the U.S. Securities and Exchange Commission for a more
complete discussion of these and other risks and uncertainties. The
Company undertakes no obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
Corporate Contact:
Ioannis Zafirakis
Director, Chief Financial Officer,
Chief Strategy Officer, Treasurer and Secretary
Telephone: + 30-210-9470-100
Email: izafirakis@dianashippinginc.com
Website: www.dianashippinginc.com
Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net
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